Common use of Obligations of the Investors Clause in Contracts

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(d), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligationsobligations and, if requested by the underwriters, customary lock-up arrangements (on terms no more restrictive than the lock-up arrangements applicable to the management of the Company), with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesStatement. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice3(f). e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligationsobligations (only with respect to violations which occur in reliance upon and in conformity with information furnished in writing to the Company by such Investor expressly for use in the Registration Statement for such underwritten public offering), with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesStatement. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(dSection 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d) andSection 3(f), if so directed by or until, in the Companycase of a Grace Period, such Investor shall deliver to after the Company (at date on which the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeAllowable Grace Period ended. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven four (74) days Business Days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required. d. Each Investor covenants and agrees that it will comply with the first sentence prospectus delivery requirements of 3(d) and, if so directed by the Company, such Investor shall deliver 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeRegistration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days five Business Days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(e), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the first sentence contrary, the Company shall cause its transfer agent to deliver unlegended shares of 3(d) and, if so directed Common Stock to a transferee of an Investor in connection with any sale of Registrable Securities covered by the Company, such Registration Statement and with respect to which an Investor shall deliver has entered into a contract for sale prior to the Investor's receipt of a notice from the Company (at the expense of the Companyhappening of any event of the kind described in Section 3(e) or destroy all copies in such Investor's possession, Section 3(f) and for which the Investor has not yet settled. d. Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the prospectus covering such 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities current at pursuant to the time of receipt of such noticeRegistration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of the Initial Registration Statement and at least three (3) business days prior to the anticipated filing date of any Uncovered Shares Registration Statement or other registration statement, the Company shall notify each Investor to be included in such registration statement of any information the Company requires from each such Investor. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each In the event Investors holding a majority in interest of the Registrable Securities being offered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's election not to exclude all of participate in such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesdistribution. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(d), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration distribution hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. Notwithstanding anything in this Section 4(d) to the contrary, this Section 4(d) is not intended to limit an Investor's rights under Section 2(a) or 3(b) hereof. e. Each Investor will enter into customary lock-up agreements (not to exceed ninety (90) days (or such shorter period of time as may be required of the directors and executive officers)) with the underwriters of a public offering of the capital stock of the Company if so requested by such underwriters; provided, however, that such lock-up shall not apply to shares registered on Form S-3.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2(b), each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(h) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice3(g). e. No Investor may participate in any underwritten registration hereunder under Section 2(b) hereof unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. (a) At least seven five (75) days Business Days prior to the first anticipated filing date Initial Filing Date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's ’s Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor Investor, by such Investor's ’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(dSection 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus as contemplated by Section 3(e) or the first sentence of 3(dSection 3(f) and, if so directed by the Company, such Investor shall deliver or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company (at the expense shall cause its transfer agent to deliver unlegended Common Shares to a transferee of the Company) or destroy all copies an Investor in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under accordance with the terms of such underwriting arrangements, the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in the first sentence of Section 3(f) and for which the Investor has not yet settled. (iiid) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to pay its pro rata share it or an exemption therefrom in connection with sales of all underwriting discounts and commissionsRegistrable Securities pursuant to the Registration Statement.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or ), the first sentence of 3(d3(g) or 3(u), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(h) or the first sentence of 3(d3(g) or receipt of notice that no supplement or amendment is required and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, possession of the current prospectus covering such Registrable Securities current at the time of receipt of such notice. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(g) and for which the Investor has not yet settled. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. Each Investor whose Registrable Securities are included in a Registration Statement understands that the 1933 Act may require delivery of a prospectus relating thereto in connection with any sale thereof pursuant to such Registration Statement, and each such Investor shall comply with the applicable prospectus delivery requirements of the 1933 Act in connection with any such sale. g. Each Investor agrees to notify the Company promptly after the date on which such Investor no longer holds any Registrable Securities, if such date is prior to the expiration of the Registration Period.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. d. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. (a) At least seven five (75) days Business Days prior to the first anticipated filing date Initial Filing Date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's ’s Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor Investor, by such Investor's ’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(dSection 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus as contemplated by Section 3(e) or the first sentence of 3(dSection 3(f) and, if so directed by the Company, such Investor shall deliver or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company (at the expense shall cause its transfer agent to deliver unlegended Ordinary Shares to a transferee of the Company) or destroy all copies an Investor in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under accordance with the terms of such underwriting arrangements, the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in the first sentence of Section 3(f) and for which the Investor has not yet settled. (iiid) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to pay its pro rata share it or an exemption therefrom in connection with sales of all underwriting discounts and commissionsRegistrable Securities pursuant to the Registration Statement.

Obligations of the Investors. a. At least seven four (74) days Business Days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required. REGISTRATION RIGHTS AGREEMENT d. Each Investor covenants and agrees that it will comply with the first sentence prospectus delivery requirements of 3(d) and, if so directed by the Company, such Investor shall deliver 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeRegistration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company is aware of the happening prohibitions against certain market activities by participants in a distribution of any event securities that are contained in Regulation M ("Regulation M") promulgated under the Securities Exchange Act of 1934, as amended (the kind described in Section 3(h) or "1934 Act"). Each Investor understands that the first sentence of 3(d), such Investor will immediately discontinue disposition resale of Registrable Securities pursuant to the Registration Statement(s) covering Statement may constitute a distribution of such securities, within the meaning of Regulation M, depending upon the amount of Registrable Securities until offered for resale and whether or not special selling efforts and methods are used in connection with such resales. Each Investor agrees to avoid any market activity proscribed by Regulation M, and consents to the Company's suspension of such Investor's receipt rights under Section 2(u) above at any time that resales of the copies of the supplemented or amended prospectus contemplated Registrable Securities by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense are or then would be in violation of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.Regulation M.

Obligations of the Investors. a. At least seven (7a) days Notwithstanding any other provision of the Agreement, no Investor may include any of its Registrable Securities in the Registration Statement pursuant to this Agreement unless such Investor furnishes to the Company a completed questionnaire substantially in the form of Exhibit B or such other form as agreed upon between the Company and the Investor (the “Questionnaire”) for use in connection with the Registration Statement at or prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor Closing if such Investor elects to have any of such Investor's the Registrable Securities included in the such Registration Statement. It shall be a condition precedent In addition to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Questionnaire, each Investor shall furnish to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor Investor, by such Investor's its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's its election to exclude all of such Investor's its Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(h3(g) or the first sentence of 3(d)hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) Statement covering such Registrable Securities, until the Investor is advised by the Company that such dispositions may again be made and/or the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. (d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities until pursuant to any Registration Statement. (e) Each Investor resident in Canada or otherwise subject to Canadian Securities Laws acknowledges that no prospectus will be filed with Canadian Securities Commissions in order to qualify the distribution of Shares in any province or territory of Canada, and applicable resale restrictions under Canadian Securities Laws will continue to apply to any sale of Shares by such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration StatementStatement under Sections 2(a) and 2(g), the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(d), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. (b) Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(sStatement hereunder. (c) hereunder, unless such Investor has notified In the Company in writing event Investors holding a majority-in-interest of such Investor's election to exclude all of such Investor's the Registrable Securities from being registered (with the Registration Statement. c. Each approval of the Initial Investors) determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesStatement. d. (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. (e) No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. (f) The underwriters in connection with any firm commitment public offering of the Company's common stock resulting in gross proceeds of at least $20,000,000 led by at least one of the underwriters listed on SCHEDULE 4(F) attached hereto and made a part hereof, shall have the right to require that the Investors enter into an agreement restricting the Investors from selling Common Shares pursuant to the Registration Statement held by such Investors in any public sale for a period not to exceed ninety (90) days following the closing of such underwriting, if they deem this to be reasonably necessary to effect such underwritten public offering; provided that all executive officers and directors shall have also agreed to identical (or more restrictive) restrictions. The Investors shall be subject to no more than one such restriction during the Registration Period.

Obligations of the Investors. a. At least seven ten (710) days Business Days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's ’s Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company at least two (2) Business Days prior to the filing of a Regulation Statement (or any amendment or supplement thereto) such information regarding itself, the Registrable Securities held by it and to be sold and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's ’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement. c. Each Investor agrees promptly to enter into and perform such Investor's obligations under an underwriting agreementfurnish to the Company, in usual and customary formto the extent required by applicable law, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably all information required to be disclosed in order to expedite or facilitate make the disposition of information previously furnished to the Registrable Securities, unless Company by such Investor notifies not misleading and any other information regarding such Investor and the distribution of such Registrable Securities as the Company in writing of such Investor's election may from time to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiestime reasonably request. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or 3(g), the first sentence of 3(d3(f) or 3(q), such Investor will immediately discontinue the disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or 3(g), the first sentence of 3(d3(f) and, if so directed by the Company, such Investor shall deliver or 3(q) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company (at the expense shall cause its transfer agent to deliver unlegended Common Stock to a transferee of the Company) or destroy all copies an Investor in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under accordance with the terms of such underwriting arrangementsthe Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g), the first sentence of 3(f) or 3(q) and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionsfor which the Investor has not yet settled.

Obligations of the Investors. a. (a) At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's ’s Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect timely the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor by such Investor's ’s acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d) 3(f), and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) ), or destroy all copies in such Investor's possession’s possession of, of the any prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven five (75) business days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(e) or the first sentence of Section 3(d), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of Section 3(d) and, if so directed by the Company, ). d. Each Investor agrees not to take any action to cause such Investor shall deliver to become a registered broker-dealer as defined under the Company (at the expense of the Company) Exchange Act or destroy all copies in to effect any change to such Investor's possession, of status that would preclude the prospectus covering such Registrable Securities current at Company from using Form S-3 for the time of receipt of such noticeRegistration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from shall certify to the Company that he/she/it is aware of the happening prohibitions against certain market activities by participants in a distribution of any event securities that are contained in Regulation M ("Regulation M") promulgated under the Securities Exchange Act of 1934, as amended (the kind described in Section 3(h) or "1934 Act"). Each Investor understands that the first sentence of 3(d), such Investor will immediately discontinue disposition resale of Registrable Securities pursuant to the Registration Statement(s) covering Statement may constitute a distribution of such securities, within the meaning of Regulation M, depending upon the amount of Registrable Securities until offered for resale and whether or not special selling efforts and methods are used in connection with such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such resales. Each Investor shall deliver agree not to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate engage in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers market activity violative of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.Regulation M.

Obligations of the Investors. a. At (a) Notwithstanding any other provision of the Agreement, no Investor may include any of its Registrable Securities in the Registration Statement pursuant to this Agreement unless such Investor furnishes to the Company a completed questionnaire substantially in the form of Exhibit B (the “Questionnaire”) for use in connection with the Registration Statement at least seven five (75) days Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor Statement if such Investor elects to have any of such Investor's the Registrable Securities included in the such Registration Statement. It shall be a condition precedent In addition to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Questionnaire, each Investor shall furnish to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor Investor, by such Investor's its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's its election to exclude all of such Investor's its Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(h3(g) or the first sentence of 3(d)hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) Statement covering such Registrable Securities until the Investor is advised by the Company that such Investor's receipt dispositions may again be made. (d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticepursuant to any Registration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At (a) Notwithstanding any other provision of the Agreement, no Investor may include any of its Registrable Securities in the Registration Statement pursuant to this Agreement unless such Investor furnishes to the Company a completed questionnaire reasonably similar to the form of Exhibit B (the “Questionnaire”) for use in connection with the Registration Statement at least seven five (75) days Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor Statement if such Investor elects to have any of such Investor's the Registrable Securities included in the such Registration Statement. It shall be a condition precedent In addition to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Questionnaire, each Investor shall furnish to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor Investor, by such Investor's its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's its election to exclude all of such Investor's its Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(h3(g) or the first sentence of 3(d)hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor is advised by the Company that such Investor's receipt dispositions may again be made. (d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticepursuant to any Registration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent 8 to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possessionpossession other than file copies, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. d. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's ’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statements hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the Registration StatementStatements. c. Each In the event Investors holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement(s)Statement. Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities{S:\DOCS\3161\001\00001606.DOC.} d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's ’s possession, of the prospectus Prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's ’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it itself and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.. Each of the Investors shall be required to complete and deliver to the Company, within ten (10) calendar days of the Closing date, the questionnaire attached hereto as Exhibit B. b. (b) Each Investor Investor, by such Investor's ’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statements hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the Registration StatementStatements. c. Each (c) If the Majority Holders determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's ’s obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesStatement. d. (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will use its best efforts to immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's ’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. (e) No Investor may participate in any underwritten registration hereunder unless such Investor (iInvestor(i) agrees to sell such Investor's ’s Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: (a) It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. (b) Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statements hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration StatementStatements. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities(c) [Intentionally Omitted.] d. (d) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. (e) No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. . At least five trading days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each . In the event Investors holding a majority in interest of the Registrable Securities being offered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's election not to exclude all of participate in such Investor's Registrable Securities from the Registration Statement(s)underwritten distribution. Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(hSections 3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(eSections 3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. . No Investor may participate in any underwritten registration distribution hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below, and (iv) complies with all applicable laws in connection therewith. Notwithstanding anything in this Section 4(e) to the contrary, this Section 4(e) is not intended to limit an Investor's rights under Sections 2(a) or 3(b) hereof.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the each Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or ), the first sentence of 3(d3(g) or 3(u), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(h) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company (at shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the expense terms of the CompanyCertificate of Designations in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening of any event of the kind described in Section 3(h) or destroy all copies in such Investor's possession, the first sentence of 3(g) and for which the prospectus covering such Registrable Securities current at the time of receipt of such noticeInvestor has not yet settled. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) business days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2(b), each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(h) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice3(g). e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. Each Investor agrees not to take any action to cause such Investor to become a registered broker dealer as defined under the 1934 Act or to effect any change to such Investor's status that would preclude the Company from using Form S-3 for the Registration Statement.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each the Investor in writing of the information the Company requires from each such Investor the Investor, including, but not limited to, their method of disposition, if such the Investor elects to have any of such the Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to that the Registrable Securities of a particular Investor that such Investor shall furnish to the Company in a timely manner such information regarding itself, the Registrable Securities held by it and the its intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's By acceptance of the Registrable Securities Securities, the Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless such the Investor has notified the Company in writing of such the Investor's election to exclude all of such the Investor's Registrable Securities from the Registration Statement. c. Each In the event the Investor determines to engage the services of an underwriter, the Investor agrees to enter into and perform such the Investor's obligations under an the underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such the Investor notifies the Company in writing of such the Investor's election to exclude all of such the Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such the Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such the Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d3(f) and, if so directed by the Company, such the Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such the Investor's possession, possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such the Investor (i) agrees to sell such the Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. The Investor agrees that it will not sell any Registrable Securities under a Registration Statement until it has obtained copies of the related prospectuses as then amended or supplemented. The Investor further agrees that it and its officers, directors or affiliates, if any, will comply with the prospectus delivery requirements of the 1933 Act as applicable to them in connection with sales of the Registrable Securities pursuant to such Registration Statement.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statements hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration StatementStatements. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities.[INTENTIONALLY OMITTED] d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7a) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and their qualification under applicable state securities laws, and shall execute such documents in connection with such registration registration, including qualification under applicable state securities laws, as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An Investor shall use best efforts to provide such information to the Company promptly upon request if such Investor elects to have any of the Registrable Securities included in the Registration Statement. Each Investor shall comply at all times with all federal and state securities laws applicable to the distribution of the Registrable Securities by them. b. (b) Each Investor Investor, by such Investor's its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's its election to exclude all of such Investor's its Registrable Securities from the such Registration Statement. c. Each (c) In the event the Company, at the request of the Investors, determines to engage the services of an underwriter, such Investor agrees to enter into and perform such Investor's its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition dispositions of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (d) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(h3(j) or the first sentence of 3(d)hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities Securities, until such the Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or filed with the first sentence of 3(d) SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, such the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such the Investor's possession, ’s possession of the prospectus Prospectus covering such the Registrable Securities current at the time of receipt of such notice. e. (e) No Investor may participate in any third party underwritten registration hereunder unless such Investor it (i) agrees to sell such Investor's the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing, no Investor shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Investors shall be several and not joint and limited in the case of any Investor, to the proceeds received by such Investor from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.

Obligations of the Investors. a. At least seven four (74) days Business Days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's ’s Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor Investor, by such Investor's ’s acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's ’s election to exclude all of such Investor's ’s Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or receipt of notice that no supplement or amendment is required. d. Each Investor covenants and agrees that it will comply with the first sentence prospectus delivery requirements of 3(d) and, if so directed by the Company, such Investor shall deliver 1933 Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeRegistration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) business days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itselfitself as the Company may reasonably request, including, without limitation, the Registrable Securities held by it and the intended method of disposition distribution of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2.b, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) 3.g or the first sentence of 3(d)Section 3.f, such Investor will immediately discontinue disposition distribution of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) 3.g or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeSection 3.h. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. Each Investor agrees not to take any action to cause such Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to such Investor's status that would preclude the Company from using Form S-3 for the Registration Statement.

Obligations of the Investors. a. At (i) Notwithstanding any other provision of the Agreement, no Investor may include any of its Registrable Securities in the Registration Statement pursuant to this Agreement unless such Investor furnishes to the Company a completed questionnaire substantially in the form of Exhibit B (the “Questionnaire”) for use in connection with the Registration Statement at least seven five (75) days Business Days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor Statement if such Investor elects to have any of such Investor's the Registrable Securities included in the such Registration Statement. It shall be a condition precedent In addition to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Questionnaire, each Investor shall furnish to the Company such other information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities Securities, and shall execute such documents in connection with such registration as the Company may reasonably request. b. (b) Each Investor Investor, by such Investor's its acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's its election to exclude all of such Investor's its Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(h3(g) or the first sentence of 3(d)hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) Statement covering such Registrable Securities Securities, until the Investor is advised by the Company that such Investor's receipt dispositions may again be made. (d) Each Investor covenants and agrees that it will comply with the prospectus delivery requirements of the copies 1933 Act as applicable to it or an exemption therefrom in connection with sales of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticepursuant to any Registration Statement. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify each Investor of the information the Company requires from each such Investor. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statements hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration StatementStatements. c. Each In the event Investors holding a majority-in-interest of the Registrable Securities being registered determine to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesStatement. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(e) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d3(f) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes ii)completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities[Intentionally omitted.] d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(hSections 3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(eSections 3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions[Intentionally omitted.]

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statements hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration StatementStatements. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities.[Intentionally Omitted] d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions and any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: a. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. At least three (3) business days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor of the information the Company requires from each such Investor. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's binding and perpetual election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities.[Intentionally Omitted] d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(f) or the first sentence of 3(d3(g), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(f) or the first sentence of 3(d3(g) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.

Obligations of the Investors. a. At least seven (7) days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Each Investor shall use its best efforts to respond to the Company's written request for information within five days of such Investor's receipt of such request. If any delay in the filing of the Registration Statement results from an Investor's failure to respond within such five-day period, then such delay shall not constitute an default under or breach of this Agreement by the Company and no penalties shall accrue under this Agreement, the Securities Purchase Agreement of the Articles of Amendment during such delay. b. Each Investor Investor, by such Investor's acceptance of the Registrable Securities Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesStatement. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h3(g) or the first sentence of 3(d3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e3(g) or the first sentence of 3(d3(f) and, if so directed requested in writing by the Company, such Investor shall deliver to the Company (at the expense of the Company's expense) or destroy (and deliver to the Company a certificate of destruction) all copies in such Investor's possession, possession of the prospectus covering such the Registrable Securities current at the time of receipt of such noticerequest. e. No Investor may participate in any underwritten registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissionscommissions or any expenses in excess of those payable by the Company pursuant to Section 5 below.

Obligations of the Investors. a. At least seven (7) business days prior to the first anticipated filing date of the a Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the any Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the such Registration Statement. c. Each In the event any Investor elects to participate in an underwritten public offering pursuant to Section 2.b, each such Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) 3.h or the first sentence of 3(d)Section 3.g, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the any Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) 3.h or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such noticeSection 3.g. e. No Investor may participate in any underwritten offering pursuant to a registration hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. f. Each Investor agrees not to take any action to cause such Investor to become a registered broker-dealer as defined under the 1934 Act or to effect any change to such Investor's status that would preclude the Company from using Form S-3 for the Registration Statement.

Obligations of the Investors. a. At least seven (7) days prior to In connection with the first anticipated filing date registration of the Registration StatementRegistrable Securities, the Company Investors shall notify each Investor in writing of have the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. following obligations: 4.1 It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. b. Each Investor by such Investor's acceptance of . At least fifteen (15) Business Days prior to the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and first anticipated filing date of the Registration Statement(s) hereunderStatement, unless such Investor has notified the Company in writing shall notify each Investor of any information the Company requires from each such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement. c. Each 4.2 In the event the Lead Investor determines to engage the services of an underwriter, each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter underwriter(s) of such offering and the Company and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies has notified the Company in writing of such Investor's election not to exclude all of participate in such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securitiesdistribution. d. Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(h) or the first sentence of 3(d), such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or the first sentence of 3(d) and, if so directed by the Company, such Investor shall deliver to the Company (at the expense of the Company) or destroy all copies in such Investor's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. e. 4.3 No Investor may participate in any underwritten registration distribution hereunder unless such Investor (i) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions.commissions and any expenses in excess of those payable by the Company pursuant to Section 5 below. Notwithstanding anything in this

Obligations of the Investors. a. At least seven (7a) days prior to the first anticipated filing date of the Registration Statement, the Company shall notify each Investor in writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that such Each Investor shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it it, as shall be reasonably required to effect the registration of such Registrable Securities and their qualification under California securities laws, and shall execute such documents in connection with such registration registration, including qualification under applicable state securities laws, as the Company may reasonably request. At least ten (10) Business Days prior to the first anticipated filing date of any Registration Statement, the Company shall notify each Investor of the information the Company requires from such Investor if such Investor elects to have any of the Registrable Securities included in the Registration Statement. An Investor shall use best efforts to provide such information to the Company promptly upon request if such Investor elects to have any of the Registrable Securities included in the Registration Statement. Each Investor shall comply at all times with all federal and state securities laws applicable to the distribution of the Registrable Securities by them. b. (b) Each Investor Investor, by such Investor's its acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the a Registration Statement(s) Statement hereunder, unless such Investor has notified the Company in writing of such Investor's its election to exclude all of such Investor's its Registrable Securities from the such Registration Statement. c. Each Investor agrees to enter into and perform such Investor's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Investor notifies the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities from the Registration Statement(s). Each Investor agrees to enter into any contractual lock-up agreements with respect to the Common Stock or other securities held by each Investor in connection with an underwritten public offering of the Company's common stock or other securities. d. (c) Each Investor agrees that, upon receipt of any notice from the Company of either (i) the commencement of an Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of any an event of the kind described in pursuant to Section 3(h3(j) or the first sentence of 3(d)hereof, such Investor will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) Statement covering such Registrable Securities Securities, until such the Investor's ’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(e) or filed with the first sentence of 3(d) SEC and until any related post-effective amendment is declared effective and, if so directed by the Company, such the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in such the Investor's possession, ’s possession of the prospectus Prospectus covering such the Registrable Securities current at the time of receipt of such notice. e. (f) No Investor may participate in any third party underwritten registration hereunder unless such Investor it (i) agrees to sell such Investor's the Registrable Securities on the basis provided in any underwriting arrangements approved in usual and customary form entered into by the Investors entitled hereunder to approve such arrangementsCompany, (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) agrees to pay its pro rata share of all underwriting discounts and commissions. Notwithstanding the foregoing, no Investor shall be required to make any representations to such underwriter, other than those with respect to itself and the Registrable Securities owned by it, including its right to sell the Registrable Securities, and any indemnification in favor of the underwriter by the Investors shall be several and not joint and limited in the case of any Investor, to the proceeds received by such Investor from the sale of its Registrable Securities. The scope of any such indemnification in favor of an underwriter shall be limited to the same extent as the indemnity provided in Section 6(b) hereof.